Marketplace Agreement

Uniregistry Marketplace Terms

(rev. Sep. 11, 2020)

Introduction

These Terms of Service apply to your use of the Uniregistry Marketplace domain name transaction system provided to you by GoDaddy Online Services Cayman Islands d/b/a Uniregistry ("we", "us," “Uniregistry” hereinafter). If you have registered a domain name with Uniregistry, these terms supplement your Registration and Service Agreement, to which you previously agreed, which is available at  https://uniregistry.com/legal/registration-agreement. By using the Uniregistry Marketplace services (the "Marketplace"), you agree to be bound by these Terms. We may, in its sole and absolute discretion, change or modify these Term, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to this Site. Your use of this Site or the Services after such changes or modifications have been made shall constitute your acceptance of these Terms as last revised. If you do not agree to be bound by these Terms as last revised, do not use (or continue to use) this Site or the Services. In addition, we may occasionally notify you of changes or modifications to these Terms by email. It is therefore very important that you keep your account (“Account”) information current. We assume no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address. In addition, we may terminate your use of Services for any violation or breach of any of these Terms by you. WE RESERVE THE RIGHT TO MODIFY, CHANGE, OR DISCONTINUE ANY ASPECT OF THIS SITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION PRICES AND FEES FOR THE SAME, AT ANY TIME.

Under these Terms, the words "Seller" and "Buyer" apply to your obligations as the seller or buyer of a domain name in the Marketplace, as the case may be, in the course of transactions conducted via the Marketplace.

To the extent that these Terms conflict with any terms of the Registration and Service Agreement, these Marketplace Terms shall control the terms of your domain name registration to the extent consistent with any mandatory ICANN or registry requirements and consistent with any optional provisions thereof for which registrant authorization is required to effect the purposes of these Terms.

Under these Terms, the words "Seller" and "Buyer" apply to your obligations as the seller or buyer of a domain name in the Marketplace, as the case may be, in the course of transactions conducted via the Marketplace.

To the extent that these Terms conflict with any terms of the Registration and Service Agreement, these Marketplace Terms shall control the terms of your domain name registration to the extent consistent with any mandatory ICANN or registry requirements and consistent with any optional provisions thereof for which registrant authorization is required to effect the purposes of these Terms.

The Marketplace is offered to you on an “as is” and “as available” basis. In no event shall we be liable to you for breach of any obligation or duty of another user of the Marketplace.

Compliance

This Agreement must be completed, understood and agreed to by a person at least 18 years old. If a parent or guardian wishes to permit a person under 18, and under his or her supervision, to use this site, he or she should email the Company with his or her explicit permission and acceptance of full legal responsibility for the minor to do so. If you are not yet 18, you do not have the capacity to enter into contracts, or are accessing this site from any country where material on this site is prohibited or illegal, you must exit immediately as you do not have permission to access this site.

Uniregistry may suspend or terminate this Agreement or your use of our Services, and disclose your contact information, immediately upon receipt of any notice which alleges that you have used this site for purposes, including (a) alleged violations of any local, state, federal or law of other nations, that may violate third party rights, that may defame a third party, that may be obscene or pornographic, that may harass or assault others, that may violate hacking or other criminal regulations, etc. of its agents, officers, directors, contractors or employees; (b) to enforce this Agreement; (c) respond to any allegation of illegal activity; (d) defend itself from any allegation of illegal activity; or (e) to protect the rights, property or personal safety of Uniregistry and other third party. You agree not to bring any action or claim against Uniregistry for any action under this Agreement or this section.

License to Use this Site

Upon your consent to this Agreement, Uniregistry hereby grants you a non-exclusive, non-transferable limited license to use this site in strict accordance with the terms and conditions in this Agreement and as permitted via instructions on this site. Your listing of, bidding of and/or agreement to purchase any domain name on this site means that you agree to pay such fees to finalize the sale. You agree not to make any false or fraudulent statements in your use of or to gain access to this site. You warrant that all statements you make, bids and sales you make or attempt to make, are done in good faith and that you have no knowledge of any information which would affect the validity of the sale or bid. You agree to pay for any and all purchases and bids made using your name through this site and/or you agree to sell any and all domain names as per your listings and the instructions on this site. If you refuse or fail to do so, you are fully liable for such amounts and hereby authorize us to pursue you for collection of such amount including your full liability for all costs, interest, and attorney's fees for such collection.

You acknowledge and agree that all domain names, domain name listings, bids, offers and counter-offers, of any kind, on this site are owned, posted and transferred by site users; are not property of Uniregsitry and Uniregistry does not monitor, review, endorse, sponsor, warranty or guarantee such listings in any way whatsoever for good title, trademark, or any legal validity or capacity. Domain names are subject to trademark and other laws and prior to your purchase of any name, you should hire an attorney to properly perform legal due diligence on the name to review the legality of your intended use of the name.

Any and all use of this site, sales and bids on domain names, and other services are provided “as is” without warranty of any kind. Uniregistry, advertisers and/or its licensors, hereby disclaim all warranties with regard to this site, the information contain on or received through the use of this site, and all services or products received through this site, including all express, statutory, and implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

Intellectual Property Ownership

Other than content and property posted by site users, all other content, database information, data and services available on, and collected as a whole through, this site are property of Uniregistry and its advertisers. All rights not expressly granted herein are fully reserved by Uniregistry, its advertisers and licensors. Uniregistry’s, licensors' or other third-party materials, services or products referenced on this site are common law or registered trademarks or service marks of such parties.

License Grant to Site

Except with regard to personal information, all information which you post on this site or communicate to Uniregistry through this site (collectively "Submissions") shall forever be the property of Uniregistry. Uniregistry shall not incur any liability as a result of any similarities that may appear in future Uniregistry services or products. Without limitation, Uniregistry shall have exclusive ownership of all present and future existing rights to any Submission of every kind and nature everywhere. You acknowledge that you are fully responsible for the message, including its legality, reliability, appropriateness, originality and copyright. You hereby represent and warrant that your Submission does not infringe or violate the rights of any third party.

General Provisions to Listing A Domain Name For Sale

As a condition of using the Uniregistry Marketplace, you represent and warrant (a) you are the registrant or have express permission by the registrant to act as an agent of the domain name in good standing with no liens or obligations outstanding in relation to the domain name, (b) you have sole and unencumbered authority to transfer the domain name, and that it is in transferrable condition, (c) you have not received any notice of administrative or legal proceedings in relation to the domain name, and (d) you hold no trademark, trade name, or other proprietary commercial interest in the domain name and will hereafter make no objection to Buyer’s registration or use of the domain name, (e) to the best of the your knowledge, neither the domain name nor the registration infringe upon any third party's copyright, patent, trademark, or other proprietary rights, (f) the domain registration does not violate any law, statute, ordinance or regulation and (g) the domain name is not defamatory, trade libelous, unlawfully threatening or unlawfully harassing.

You agree that assignment of a list price and designation of a listing as "Buy It Now" shall constitute your agreement to transfer the domain name to a Buyer upon Buyer's payment of the price you have listed. It is your sole responsibility to verify that the listed price for the domain name is correct and current, and your assignment of a list price constitutes your affirmation that the list price is correct and current. We are entitled to rely on your designation of a list price for a domain name which you have placed for sale as "Buy It Now". If a Buyer purchases a domain name registered through us, or transferred to us, and listed as "Buy It Now", and the Buyer has sufficiently funded their purchasing account, you acknowledge, agree, authorize and understand that our fulfillment system will transfer the domain name to the Buyer in accordance with your designation of the domain name as a "Buy It Now" listing, or shall do so upon transfer of the domain name to our registrar system.

If you receive an offer from Buyer to purchase a domain name at or above your "Floor" price, as established by you when you list a domain name for sale on the Marketplace, you are obligated to complete the transaction at that “Floor” price or agreed upon purchase price.

You acknowledge and agree that Uniregistry may distribute your domain listings to third-party reseller channels, including our affiliated brand, Afternic, for the purposes of promoting and transacting a sale of said domain listings. You also agree that domain listings distributed to Afternic may be opted into Afternic’s Fast Transfer program and subject to Afternic Terms of Service. You understand that certain reseller distribution partners may, upon approval by the Uniregistry and at Uniregistry’s sole discretion, add a markup to the sale price of your domain name and that the reseller distribution partner may keep this markup in its entirety, and that you will receive no payment for the portion of the sales price that is marked up.

You may not place any bids or offers to purchase the domain name that you have listed for sale, either under your own name, an alias, or any entity in which you maintain a controlling interest.

It is your sole responsibility and duty to perform all necessary due diligence before listing a domain name. Should any event occur which would hinder your ability to perform in accordance with these Terms, it shall be your immediate responsibility to remove the listing from the Marketplace.

Uniregistry shall have the right in its sole discretion to edit, discontinue or refuse to list any domain name in the Marketplace without prior notice. Uniregistry shall further have the right to discontinue your use of the Marketplace at any time, for any reason. Such reasons include and are not limited to system abuse; use of the Marketplace system to generate unsolicited communications to persons who have not inquired to purchase a domain name; abusive or demeaning communications to our staff, our customers or other parties.

You acknowledge that upon a completed sale, you agree to pay Uniregistry the applicable commission according to Uniregistry’s fee schedule. In most cases, upon a completed sale, Uniregistry will remit full payment of the agreed upon purchase price for a sold domain less the applicable commission.

You also acknowledge and agree that you are responsible for applicable taxes, costs, hardware, software, services and all other costs and expenses you may incur for the participation in the activity conducted over our website.

If we are the registrar for the domain name then, notwithstanding any contrary provision of the Domain Name Registration Agreement, you agree and authorize Uniregistry as your agent to effect the terms of transfer of the domain name. You further agree and authorize Uniregistry (a) to issue on your behalf any authorizations, approvals or confirmations required to effect transfer of a domain name which you have agreed to sell in accordance with the terms of sale for the domain name, and (b) as your registrar to implement such transfers.

You agree to deliver the domain name and authorize us to effect transfer of names registered with us, upon our receipt of payment by the Buyer, and to undertake any and all necessary actions in fulfillment of such agreement.

If we are not the registrar for the domain name, you agree to provide the required and necessary information to transfer the domain to Uniregistry within ten (10) business days of receiving notification by Uniregistry that the Buyer's payment is approved.

Notwithstanding anything to the contrary in this Agreement, domain sales will be guaranteed for payment by us if the Buyer does not perform and if the Buyer is not an associated party of the Seller. In the event of a breach by the Buyer of any of its responsibilities related to payment under the completed sale, the Seller agrees to immediately transfer all of Seller’s right to the respective domain name to Uniregistry and we agree to pay Seller the final sales price less agreed upon commission.

For purpose of this limited warranty, a “completed sale” means an accepted Buy Now transaction for a domain name through Uniregistry.com, combined with receipt of payment by Uniregistry and transfer of the domain name to Uniregistry’s control.

Terms specific to Brokerage Services

You agree that for any inquiry or lead received by Uniregistry, (a) you will promptly respond to broker inquiries concerning offers by prospective purchasers;

(b) you will be liable for the applicable commission on any sale of a domain name by a lead obtained or contacted by Uniregistry brokerage services, for sales concluded by Uniregistry or it’s third-party reseller channels, or from sales by such a lead for a period of six months after the most recent communication between Uniregistry brokerage services and the lead, and for commissions on brokered transactions which you have cancelled, as set forth herein.

The Uniregistry brokerage Service is not a lead generation service. We will maintain prospective purchaser contact information in confidence.

Terms specific to Self-Brokerage

The Marketplace allows a Seller to opt-in to self-broker a transaction that is completely independent of Uniregistry’s Brokerage Service set forth in Section 2 of this Agreement. Upon an affirmative opt-in to use the Uniregistry Marketplace for self-brokerage, the following terms will apply:

Terms specific to Seller: As a Seller, you acknowledge and agree that you will not represent yourself as an employee, agent or representative of GoDaddy, Uniregistry or any of our affiliated brands or companies, to sell a domain which you own. You agree that access to a Buyer’s information via the Marketplace is limited to an inquiry for a price quote to a specific domain, and for you to self-broker said domain for sale. You agree that you will not use a Buyer’s information for any purpose other than as set forth herein and will implement appropriate safeguards to protect any information accessed via the Marketplace. Upon agreement with a Buyer on the purchase price of a domain, you agree to complete the domain sales transaction via the Marketplace and will pay any applicable commissions based on Uniregistry’s fee schedule.

Terms specific to Buyer: As a Buyer, you agree that your information (Name, email, phone, IP) will be accessible to the Seller when you complete an inquiry form for a price quote to a specific domain. You agree that the Seller may directly contact you to negotiate the sale of said domain name and understand the Seller is not an employee, agent or representative of GoDaddy, Uniregistry or any of our affiliated brands or companies.

Transacting Sales

You acknowledge and agree that you are solely responsible for determining your right to sell, purchase, register or use any domain name, and that you are solely responsible for any liability arising from your registration or use of the domain name. You further acknowledge and agree that we do not guarantee performance by a third-party. In no event shall Unireigstry be liable to you in any amount greater than any payment we have received from you.

You acknowledge and agree that the Seller may cancel and/or revoke any agreement for the sale of a domain name prior to Uniregistry’s confirmation of payment by the buyer. You also acknowledge and agree that Seller shall be liable for all applicable transaction fees and commissions in the event of failure of performance by the Seller to transfer the domain name after payment of the agreed upon sale price by the Buyer. Seller shall further be liable for any fees incurred in refunding payment to the Buyer.

You acknowledge and agree that if payment is withdrawn from the Buyer's purchasing account and/or refunded to the Buyer prior to delivery of the domain name, then any agreement to purchase and sell the domain name between the parties shall be terminated.

You acknowledge and agree that fulfilment of a domain name to a Buyer shall be made by completion of a transfer of the domain name to the buyer's domain name registration account at Uniregistry and subject to the Uniregistry Domain Name Registration Agreement. In any event where a sold domain is registered outside of Uniregistry and restrictions would prevent it from being transferred into Uniregistry, Buyer agrees to accept the domain in their domain name account at the respective external registrar. You agree that Uniregistry may impose a 60 day moratorium on further transfers of the domain name to any other party, and that during such time the Buyer agrees to cooperate with any inquiry by us in the course of investing circumstances of fraud, technical error or breach of these Terms. We may reverse transactions in our sole discretion, including circumstances of fraud, technical error, breach of these Terms.

Completion of Sale and Use of Escrow.com

Buyers and Sellers wishing to use escrow services provided by Escrow.com shall be bound by the applicable Escrow.com terms of service and to the payment of fees to Escrow.com as agreed by the Buyer and Seller. We do not warrant the performance or security of transactions completed via Escrow.com.

Indemnity

Seller and Buyer, respectively, each agrees to protect, defend, indemnify and hold harmless GoDaddy and its officers, directors, employees, agents, and third party service providers from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by GoDaddy directly or indirectly arising from (i) your use of and access to this Site or the Services found at this Site; (ii) your violation of any provision of this Agreement or the policies or agreements which are incorporated herein; and/or (iii) your violation of any third-party right, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this section shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.